TPB Acquisition Corporation I (TPBA) Shareholders Approve Lavoro Deal

TPB Acquisition Corp I (NASDAQ:TPBA) announced its shareholders approved its combination with Lavoro at a special meeting held earlier today.

The transaction is now expected to close on February 27. The combined company’s shares and warrants are to trade on the Nasdaq the following day under the symbols “LVRO” and “LVROW”, respectively.

Additionally, TPB I showed in an afternoon 8-K that 82.7% of shares were redeemed in connection with the vote. Only three of the 15 SPACs that have completed deals so far in 2023 have seen a lower portion of shares redeemed. On the eve of the vote, TPB I announced it had entered into forward purchase agreements effectively backstopping some shares yesterday.

It did not specify how many shares would be covered by the agreements, but it called for those shares to be held through a two-year maturity period if not sold earlier at a price above the SPAC’s final redemption rate.

The transaction has also included a $100 million PIPE at $10 per share since its September announcement. Sao Paulo, Brazil-based Lavoro is a diversified omnichannel seller of agricultural inputs in Brazil and the Latin American region more broadly.

ADVISORS

• Barclays Capital Inc. is serving as capital markets advisor to TPB Acquisition Corp.
• Cooley LLP is acting as legal advisor to TPB Acquisition Corp.
• Davis Polk & Wardwell LLP is acting as legal advisor to Lavoro.
• White & Case LLP is acting as legal counsel to Barclays.